Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): April 23, 2009
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APPLIED ENERGETICS, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-14015
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77-0262908
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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3590 East Columbia St., Tucson,
Arizona 85714
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(Address
of principal executive offices) (Zip
Code)
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(520) 628-7415
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(Registrant’s
telephone number, including area
code)
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Not Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
On April
24, 2009, Applied Energetics, Inc. (the “Registrant”) received notice from
Nasdaq that it no longer complies with Nasdaq Marketplace Rule 4350(d)(2), which
requires the Registrant to have an audit committee composed of at least three
“independent directors” (as defined in Nasdaq Marketplace Rule
4200(a)(15). Following the resignation of James McDivitt from the
Registrant’s Board of Directors on March 28, 2009, the Registrant was left with
only two independent directors serving on its audit committee. The
Registrant intends to fill the vacancy on the audit committee as expeditiously
as possible.
In the
meantime, the Registrant will rely on the cure period set forth in Nasdaq
Marketplace Rule 4350(d)(4). This cure period will run through the
earlier of the Registrant’s next annual meeting of shareholders or March 28,
2010 or, if the Registrant’s next annual meeting of shareholders is held before
September 24, 2009 through September 24, 2009.
Item 5.02. Departure of Directors or
Principal Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April
24, 2009, Joseph Hayden, Executive Vice President of the Registrant, was also
appointed as its Chief Operating Officer and principal executive
officer.
On April
23, 2009, the Board of Directors (the “Board”) of the
Registrant voluntarily reduced its 2009 compensation under the Independent
Director Compensation Program (the “Program”) and set the cash compensation to
be paid to its “independent directors” (as defined in the Nasdaq Marketplace
Rules) of the Board as follows:
James M.
Feigley shall be paid a monthly cash retainer in an annualized amount of $75,000
for serving as Chairman of the Board (previously $100,000 under the
Program).
George P.
Farley shall be paid a monthly cash retainer in an annualized amount of $75,000
for serving as a director and Chairman of the Audit Committee.
James K.
Harlan shall be paid a monthly cash retainer in an annualized amount of $55,000
as compensation for serving as a director and Chairman of the Compensation
Committee (previously $62,500 under the Program).
David C.
Hurley shall be paid a monthly cash retainer in an annualized amount of $55,000
for serving as a director and Chairman of the Nominating and Corporate
Governance Committee of the Board.
The
monthly cash retainer to be paid to the independent directors, as set forth
above, commences in April 2009 and shall be paid on the last day of each
month.
On April
23, 2009, the Board granted options to purchase shares of Common Stock to the
independent directors in lieu of stock awards as previously provided under the
Program as follows:
Mr.
Feigley was granted options to purchase 75,000 shares of common stock (in lieu
of an award of 200,000 shares of common stock and a grant of options to purchase
10,000 shares of common stock under the Program).
Mr.
Farley was granted options to purchase 75,000 shares of Common Stock (in lieu of
an award of 150,000 shares of common stock and a grant of options to purchase
10,000 shares of common stock under the Program)
Mr.
Harlan was granted options to purchase 55,000 shares of common stock (in lieu of
an award of 125,000 shares of common stock and a grant of options to purchase
10,000 shares of common stock under the Program).
Mr.
Hurley was granted options to purchase 55,000 shares of common stock (in lieu of
an award of 110,000 shares of common stock and a grant of options to purchase of
10,000 shares common stock under the Program).
In
addition, the Board made a one-time grant of an option to purchase
350,000 shares of common stock to James Feigley for his having accepted the
position of Chairman of the Board.
On April
24, 2009, each of Mr. Hayden and Kenneth M. Wallace, Chief Financial Officer of
the Registrant voluntarily agreed to reduce his annual base salary from $225,000
to $200,000.
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Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibit
99.1
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Press
Release dated April 28, 2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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APPLIED
ENERGETICS, INC. |
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(Registrant) |
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By:
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/s/
Kenneth M.Wallace |
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Name: Kenneth
M. Wallace |
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Title: Chief
Financial Officer
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Date: April
28, 2009